


Falling Into You

by Jade4813



Category: Zoey's Extraordinary Playlist (TV)
Genre: F/M
Language: English
Status: In-Progress
Published: 2021-01-30
Updated: 2021-02-28
Packaged: 2021-03-17 03:13:42
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 9,494
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/29093295
Author URL: https://archiveofourown.org/users/Jade4813/pseuds/Jade4813
Summary: Zoey and Max have decided to take a "pause" in their relationship. But Zoey didn't realize that walking away is easier said than done.Set after "Zoey's Extraordinary Dreams."
Relationships: Zoey Clarke/Max Richman
Comments: 11
Kudos: 34





	1. Chapter 1

_I’ve been crushed like paper, I’ve been washed like rain  
I’ve been scared of sleeping, in case I wake up the same  
But falling into you, it carries me far enough away  
And everything you do, it lightens up my darker side of day_

_I just hope that the wind doesn’t blow you away_

Zoey awoke with a sharp gasp, her heart hammering in her chest as her sob echoed loudly in her darkened room. She’d been suffering from nightmares since her father died. Many of her dreams had been the same, but this one was different. This night, she’d dreamed of the night her father had died. Once again, he’d called her away from his side in his final moments, the two of them sharing one last dance as he slipped away.

Lost in the music and the happiness of seeing him hale and hearty once more, she’d laughed and twirled in his arms. Just as she had that night. But this time, when he curved his arm around her back and swayed with her, she remembered. This was just a dream. The song was coming to an end. Soon, he would spin her away from him one final time, and he would be gone.

It was too soon. She wasn’t ready. She wouldn’t ever be ready to let her father go.

Clutching onto him, she pressed her cheek against his shoulder, breaking away from the script that memory had already written for them both. She tried not to cry, because she knew that crying would only break her out of this dream. And she just wasn’t ready for this dream to end.

“No, don’t cry. It’s okay. I’m here,” her dad’s voice, warm and comforting. And it no longer felt like she was reliving a memory. It felt like he was really _there_ , his presence beside her feeling as solid and real as it had been in his life.

The tears were streaming down her cheeks, and she knew they weren’t just a dream, either. Soon they would drag her back to consciousness, and she fought against them. She didn’t want the harsh truth of reality. She wanted this dream to last forever.

“Why did you have to go?” she cried as she felt the dream start to slip away from her.

He pressed a kiss against her forehead, and she swore she could _feel_ it. It felt _real_. “I’m sorry, baby, but you know why I couldn’t stay.”

With that, she had awoken, her heart racing and a sob on her lips. When she looked at the clock on her nightstand, she saw that it was only a little after midnight. She’d gone to bed less than two hours before, but it didn’t matter. She knew sleep would elude her for the rest of the night.

Feeling empty save for the heartache that overflowed within in, seeping into every pore, she tossed her blankets aside and scrambled out of bed. It looked like this would be yet another evening spent running from her sorrow and grief.

As she rose to her feet, her arm hit her nightstand, sending her phone tumbling to the floor. Zoey was still in something of a daze when she bent to pick it up. She meant to return it to its place, but she found herself staring at the screen instead.

It was late. Everyone she knew was likely to be asleep at this hour. But she didn’t want to be alone.

With trembling fingers, she tapped on the screen, intending to pull up Max’s number. Just as she was about to hit the button to dial, however, she hesitated. It didn’t seem fair of her to call him like this. Not when their relationship was standing on a precipice as it was. She loved him and he loved her, but the time wasn’t right for them to move forward. She was still reeling from a grief so overwhelming, it left no room for anything else.

If she was truly being fair, she should call Simon. Simon would understand her loss, the nightmares that kept her up at night. It would probably still be selfish of her, leaning on him in her grief, but she’d come to suspect – and perhaps he did, too – that it wouldn’t break his heart.

But even as she told herself to call Simon, her fingers acted almost of their own volition, dialing Max’s number instead. Because regardless of what her brain told her she _should_ do, there was a difference in what was _right_ and what she _needed_. And what she needed right now was Max.

The phone rang twice before she heard him pick up on the other end of the line. “Hello?” he murmured blearily, and she felt a slight stab of guilt when she realized his voice was thick with sleep.

“Max? I’m sorry. I shouldn’t have called. I didn’t mean to wake you.”

She heard a quick intake of breath and some soft rustling, and when he spoke again, his voice was sharp and alert. “Zoey? It’s okay, I wasn’t sleeping.” It was a lie, but it was a kind lie, and so she didn’t call him on it. But as it turned out, she didn’t need to, because her silence seemed to convey her skepticism adequately enough. “Okay, I was, but that doesn’t matter. I’m always here for you, you know that. Is everything okay?” She didn’t know what to say. Now that she had him on the phone, the familiar tenor of his voice soothing her fears, she didn’t know how to explain to him how memory had woven with fantasy to bring her unimaginable sorrow.

Before she could find the words, his voice dropped into a soothing murmur. “Was it another nightmare?”

Her breath escaped with a soft sob. “I just don’t want to be alone. Can you come over?” she begged in a tortured whisper.

There was more rustling on the other end of the line, and then she heard a dull thud and Max’s soft curse. “Shit! Sh-yes!” he yelped. “Give me – damn it,” he hissed as she heard another dull thud. “Give me fifteen minutes. I’ll be right there.”

She should feel guilty to have woken him. She should feel guiltier to have called him to her side when she knew it might send the wrong impression and she wasn’t really ready for a relationship just yet. But as she hung up her phone and tossed it back on her nightstand, she realized she couldn’t bring herself to feel guilty about either. He was her Max, her best friend. Even if they’d never considered taking their relationship to the next level, she would need him right now.

He had told her he would arrive in fifteen minutes, but the knock on her door came in less than ten. Zoey raced to answer, scrambling so fast that her toe caught in the leg of her pants, almost sending her to the floor. It was with a desperate, tumbling hop that she slammed against the door, her fingers fumbling to undo the lock.

Then the door was swinging open, and Max was standing on the other side. And she didn’t care about her stinging toe, which she might well have wrenched when she tripped. She didn’t care about her aching arm, let alone the bruise that would almost inevitably follow. She didn’t care about her nightmares or her guilt or what she _should_ do or the nebulous, undefined future of her… _whatever_ there was between her and Max.

He was Max. He was her best friend. He was the man she loved. He was standing right there in front of her, and she needed him.

With all that had passed between them, she would have understood if he’d kept her at arm’s length. She couldn’t have found it in her heart to blame him if he didn’t want to let her get too close until she was ready for more.

But when she stepped toward him, he didn’t hesitate for so much as a second before pulling her into his arms. Wrapped in the warmth of his embrace, she let her cheek fall against his chest. The steady beat of his heart soothed her, and she let her eyes drift closed, nuzzling the soft fabric of the button up shirt he’d pulled on hastily before heading over.

She could have stayed that way forever, but Max had other ideas. The soft rumble of laughter barely escaped his lips, but she felt it rumble through his chest. “Zo? I’m happy to continue the hug, but do you think we should go in?”

“Hm?” she asked, her soft hum lifting up at the end in a slight question. As he eyes fluttered open, she realized that he’d never made it inside her apartment. They were standing in the hall, where anyone could see, and maybe what they would see wouldn’t be terribly interesting, but it still seemed like they should move inside. “Oh, right,” she mumbled, but she still couldn’t bring herself to pull away.

This time, when Max laughed, it didn’t just come from his chest; she could hear it wash over her. “Here, I have an idea,” he said. His arms tightened around her, and she felt him lift her off her feet. It took two large steps, and then he was inside her apartment and the door was slamming closed behind him. “There. Much better.”

She’d say. As close as he was, she couldn’t help but be surrounded by him. He overpowered her. _Overwhelmed_ her. His body was wrapped around her, heating appendages she didn’t even realize had grown cold since her awakening, even as his laughter soaked into her skin, warming her from within. He was warm and solid and comforting and _hers_. _Her Max_. He was so much more than the man she loved; he was her best friend. He couldn’t take away her pain, but just being with him soothed her in ways she would never be able to explain.

When she tilted back her head, she saw that his cheeks were darkened with stubble; he hadn’t taken the time to shave before racing over at her call. So it couldn’t have been aftershave, but the scent of _something_ – maybe soap or shampoo from his shower the evening before, or maybe something else – washed over her. And then the heat wasn’t just in her skin and her bones and her blood. It pooled deep in her belly, and she realized she wasn’t content with just being in his arms. She wanted _more_.

It wasn’t fair of her. She didn’t care. She could claim that grief made her selfish, but that wasn’t it. _Max_ made her selfish. She wanted more of him. She wanted _all_ of him – even if her grief made it impossible to give him all of her just yet.

Her fingers dug into his arms, her eyes locked on his as she stretched slowly onto her toes and pressed her lips against his. He didn’t move, not even to return her kiss. But neither did he move away. Instead, as dropped her weight gradually back onto her heels, he whispered her name. “Zoey?”

“I know it isn’t fair for me to ask this, under the circumstances, but will you stay with me?”

His eyes narrowed slightly as they swept her face. “Does that mean…are you saying you’re ready to—”

She shook her head. “No,” she admitted. “I wish I was, but I’m not. Not yet. So if you want to leave, I completely understand. I just want to feel better and being with you makes me feel better.”

There were times she swore she could tell exactly what Max was thinking, just by looking into his eyes. At other times, her superpower acted as a sort of cheat code into his heart. But as she waited for his answer, his mind and his heart were a complete mystery to her. He just stared at her in silence, a moment that seemed to stretch into an eternity. Finally, he murmured, “Okay.”

Her heart leapt, but then he turned to the door, and it sank into the ground. She’d told the truth when she said she wouldn’t blame him if he decided he couldn’t stay, but that wouldn’t stop her from _yearning_ for him. From spending the rest of the night _aching_ for him. She waited for him to walk out the door, but instead, he reached out and slid the lock into place. Then he turned back to her and held out his hand, waiting for her to put her palm in his.

“Are you sure?” she asked, the relief making her lightheaded, her voice uncertain and quavering. “I don’t – I don’t want to hurt you.” She knew he loved her, just as she knew she loved him. There was nothing she wouldn’t give to be in a place where she could fairly be in a relationship with him. But as much as she tried, she just wasn’t quite there yet. As intently as she longed for him to stay, she’d hate herself if he did so at the expense of his heart.

He shot her a quick smile, the expression surprisingly light and even boyish. “I’m sure. Why don’t you let me worry about my heart. You worry about feeling better,” he said, appearing to read her mind.

All her breath seemed to leave her lungs in a whoosh, and she placed her palm in his. Wrapping his fingers around her hand, he led her into the bedroom, throwing her rumpled covers a quick look. Coming to a stop beside the bed, he rested his hands upon her shoulders and shot her a grave look. “Are you sure about this, Zo? It’s not too late to change your mind.”

“I’m sure,” she promised, the memory of his arms still warming her, the scent of him still clinging to her hair and her clothes and her skin. “I’m really, really, really, _really_ sure.”

He laughed, lightening the mood, and she wanted to laugh with him. But then he said, “Okay, then,” and bowed his head to kiss her, and she couldn’t think about laughing anymore. She couldn’t think about much of anything except for the warmth of his body and the feel of his lips and the smell of his skin. And, god, how she wanted him.

The heat pooling in her belly became an insistent ache, demanding _more_ , and his hands readily complied. Grabbing the bottom of the well-worn t-shirt she’d worn to bed, he ripped it over her head and tossed it aside. Zoey reached for him again, but he spun her in his arms, pulling her back against his body. Holding her tight against him, he let his hands trail along her bare skin. She’d never realized the bottom ridge of her ribcage was ticklish, but she let out a breathless laugh when he stroked her there with the pads of his fingers.

His thumb brushed along the lower curve of her breast, teasing her, and she let out a soft moan. Her head fell back, resting against the solid plane of his chest. “Close your eyes,” he whispered, and she couldn’t help but comply. She’d do just about anything he asked if he would just keep touching her like that.

It was only when she’d complied with his request, letting her eyes flutter shut, that he raised his hands to stroke the gentle curve of her breasts, brushing his thumbs along the hardened beads of her nipples. She gasped at the feel of him, arching her back to press herself into his palms, and gasped again when she felt his mouth against her ear.

With a shudder of need, Zoey let her head fall to the side, giving him easier access to scrape his teeth along the sensitive shell of her earlobe. As close as their bodies were, she could feel the hard ridge of his erection pressed against her ass, and she pressed herself against him until she heard his breath hiss between his teeth.

Zoey grinned in victory, wrapping one arm behind her to loop around his neck, pinning him in place. But Max wasn’t about to let her keep the upper hand for long. With one hand still cupping her breast, he let the other trail down her stomach until he reached the waistband of her pajama pants. Then, as he pressed a hot kiss against the pulse hammering just beneath the soft skin below her ear, he slipped his fingers beneath the line of her pants, under the thin cotton of her underwear, and into the wet heat pooling between her legs.

“I – Max – Jesus – Max—” she gasped insensibly, the words falling over each other as she tried and failed to gather her thoughts. When she heard him chuckle in her ear in response, she rolled her hips back against his again in punishment. His laughter broke off in a hoarse growl, and the two of them stumbled forward until she hit the wall. She held out her free arm to brace herself, but Max still had two fingers deep inside her, turning her muscles into jelly.

One and was still hooked behind her neck, the other was pinned between their bodies and the wall. Her breath was harsh and gasping, and she tilted her head forward and pressed her forehead against its smooth surface. Unable to move and disinclined to protest, she let out a sob of pleasure when Max’s thumb swept inside her, tracing circles around her sensitive numb. A third finger joined the first two, sliding in and out of her, mimicking what she wanted him to do with his body.

“I – Max – I – Jesus, Max – Max – I want—” She was desperate to tell him what she wanted, but she could barely breathe, let alone speak. Just when she thought she might be about to lose her mind, he pulled her backwards, away from the wall. Before she could gather her wits, he gave her pants a sharp tug, shoving them to the floor. But while his mouth was hard and demanding, his hands were surprisingly gentle as he lifted her, lying her tenderly back onto the mattress.

As his lips trailed a path down her neck to her chest, she grabbed his shoulders, giving them an insistent tug. She wanted him naked, for him to cover her with his body as he thrust inside her. But he had different ideas. Grabbing her hands in his, he pinned them next to her head and continued his slow, teasing path along the underside of her breasts, his stubble tickling the soft skin above her ribcage.

“Beautiful,” he breathed when he finally reached her stomach, swirling his tongue along the indentation of her navel. And then he was kneeling between her legs, pulling her toward the edge of the mattress. She gasped sharply when she felt him press an open-mouthed kiss on her inner thigh. His beard stubble scraped her sensitive skin, making her shudder with longing.

Lifting her head off the mattress, she shot him a quick look, reaching for him again. From his position, kneeling between her thighs, he winked up at her. But as he had before, he refused to let her deter him from his purpose, holding her hands tightly at her sides as he nuzzled her.

She let out a loud groan of frustration and desire as he began to tease her outer folds with his lips and tongue, refusing to delve inside her, even when she arched her hips against him. “Max – Max please—” she moaned.

Releasing her hands, he wrapped them around her thighs instead, exerting gentle pressure until she spread wide for him. And then his mouth was on her, his tongue sweeping deep between her folds, and she let out a small shriek of pleasure.

“I – _fuck_ – Max—” she screamed, her hips bucking upwards of their own volition, hard enough she’d be afraid she might break his nose if she had the presence of mind for any such rational thought.

Bracing his arms over her hips, he increased pressure to hold her in place as he increased the ministrations of his mouth, his tongue darting in and out of her as he scraped her clit with his teeth. His beard stubble scraped her tender flesh as he caressed her with his lips, the tiny sting only serving to heighten her pleasure.

He pushed her closer and closer to the edge, but when her thighs started to tremble as she tightened her legs around his head, he slowed his pace again, brushing soothing kisses on the inside of her thigh while she gasped for breath. And then his mouth was on her again, hot and hungry, driving her ever closer to the brink. Over and over, he played this game – bringing her close to climax before gently pulling her back again – until her chest was heaving with sobbing gasps, his name both a curse and a prayer on her lips.

“Max – Max – I – Max – ple—”

She couldn’t even finish the word. Her back arched off the bed, every muscle in her body going taught as the tremors that began in her hips and thighs coursed over her entire body. Her head and hips pressed against the mattress, the rest of her stretched taut, she grabbed wildly for the man between her legs. One hand fisted in his hair, the other gripped the back of his head as she clutched him to her.

He let out a soft grunt when she pulled him to her, but he didn’t slow the steady thrusts of his tongue as he sent her over the edge again and again. He didn’t stop until her legs ceased their trembling. When she sagged against the mattress in exhaustion, his kisses became gentle and soothing, and she marveled that the same mouth that had brought her such pleasure could now bring her calming comfort instead.

He brushed soft kisses against her thighs as his fingers stroked her calves in smooth, pacifying strokes. Around her deep, ragged breaths, she heaved a heavy sigh, running her fingers through his hair in silent apology. Retracing the path his lips had traveled a while before, Max kissed a path up her stomach to her chest, and then along the curve of her neck. When their mouths met in a kiss, she tasted herself on his tongue and felt her body shudder in pleasure again.

“Max,” she breathed his name one final time, wanting him inside her but too spent to put her desire into words.

“Shhh. It’s okay,” he whispered, gently repositioning her on the bed so that her head rested on the pillow. Pulling the covers over her body, he tucked them snugly around her body and pressed a gentle kiss upon her forehead. “Pleasant dreams, Zoey.”

She was too tired to protest or to stop him as he straightened and left. Even as the door clicked shut behind him, her eyelids grew heavy and she drifted off to sleep.


	2. Chapter 2

_“Sorry about last night.”_ Zoey paused before hitting send and scowled at the text she’d just typed out. Did that make it seem like she was sorry for what it happened? She wasn’t, even if she probably should be. Sucking her lips between her teeth, she quickly deleted the words and tried again. _“Thank you for coming over last night.”_ Great. Now it sounded like he’d lent her a cup of sugar. With a slight purse of her lips, she added, _“I hope you were able to get some sleep.”_ Oh yeah, that was a lot better. There was no way he’d remember how hard he’d been when pressed against her body or misconstrue her simple words to refer to his frustrated desire.

With a huff of irritation, she deleted her text and tried again. _“Hey. How’s your day going?”_ Before she could second- (or third-, or fourth-) guess herself, she hit send and hoped for the best.

The reply came quickly enough to give her little cause to believe he’d agonized over his words as she had. _“It’s okay. You? I hope you were able to get some sleep last night.”_

She was, actually. Much to her surprise, she’d slept better than she had for most of the nights since her dad died. After Max had left, she’d slept hard and long, taking several minutes to wake when her alarm started blaring in the morning. She’d almost been late to work, in fact, but she couldn’t complain. She’d needed the rest.

 _“I did!”_ Did that convey an excessive amount of enthusiasm, bordering on surprise? She deleted the punctuation and tried again. _“I did. Thank you.”_ Ooh…thank you? Was that really the right thing to say? It would be fine if he interpreted that as _thank you for asking_ but she was afraid he might interpret it instead as _thank you for the mind-blowing sex_ and take offense.

Gritting her teeth and pulling her face into a scowl, she attempted something else. _“I did. What are you up to?”_ It was only after she forced herself to hit send that she realized that her words _could_ be taken as a double entendre. And what was worse…a part of her wondered if she didn’t want them to be. At least a little.

Again, his reply was too innocuous for her to suspect he felt half as neurotic as she did at the moment. _“I just had dinner with Mo. You?’_

The reply to that was easy enough. _“Just got home. Worked late.”_ She couldn’t think of anything else to write that wouldn’t sound like she was either talking about sex or trying very hard not to _sound_ like she was talking about sex (and she still sure which intention she would prefer him to read into her words). So rather than torture herself with further dissection of possible texts, she slipped her phone into her pocket and tried to focus on something else. Anything else.

Her first attempt didn’t seem that promising, but the chirp of an incoming text message wasn’t all that comforting, either. Feeling a surge of excitement she’d never find the words to comfortably explain to the man who caused it, she pulled out her phone once more. Her excitement (and, if she was being honest, slight trepidation) made her clumsy, and she almost sent her phone tumbling to the floor when she tried to read the screen.

_“Should we talk about last night? Or would it be better if we pretend it never happened?”_

Pretend it never happened? Like that would even be possible. Her skin still burned from the memory of his touch, and just the thought of his mouth on her made a soft cord of need begun to strum through her body. While she inwardly debated how to answer his question, more texts came pouring in.

 _“I don’t want to push you into anything.”_ Then, a second later, _“Or make you feel like I’m pressuring you.”_ She’d barely read those words before the next came in. _“I promise.”_ Then, _“I know you’re not ready for anything serious.”_ Followed by, _“Maybe we should just pretend it never happened,”_ and a rather desperate seeming, _“Not that I regret it!”_ An immediate, _“Unless you do, of course.”_ And finally, _“Forget I said anything.”_

Though inflection was lost and even often unable to be interpreted in written text, Zoey could easily infer the anxiety implied by the steady stream of messages. In fact, she was oddly comforted to realize that it mirrored her own. The fact that he had seemed calm and cool about the entire thing had made her feel oddly deflated – a response she couldn’t really explain.

 _“We should talk about it,”_ she wrote back, no longer bothering to take the time to dissect every word. _“Come over?”_

The three ellipses at the bottom of the screen were up for far longer than seemed warranted for the length of the message she received in response. _“I’ll be there soon.”_

Those four little words sent her scrambling. Paranoid about the five cups of coffee she’d had to drink that day, he raced to the bathroom, intending to brush her teeth. But even as she reached for the toothpaste, she began to second-guess herself. Brushing her teeth? Didn’t that imply that she was _expecting_ something? Like a repeat of the night before? Did she even _want_ a repeat of the night before?

Okay, that was a ridiculous question. _Yes_ , she wanted a repeat of the night before. She _absolutely_ wanted a repeat of the night before. In fact, her whole body was _aching_ to have a repeat of the night before.

But was it _fair_ to expect a repeat of the night before? No, probably not. That didn’t stop her from wanting it, though.

She had just begun to scrub her teeth when she noticed her outfit in her reflection in the mirror. She looked… _fine_. It certainly didn’t scream, _“Have sex with me now!”_ But it also didn’t scream, _“Thanks for all the orgasms!”_ Did she even _have_ an outfit that screamed the latter (or, for that matter, the former)?

Mo. Mo would know. Her toothbrush was still hanging from her mouth when she raced toward the door at a dead run, her good sense only returning when her hand landed on the knob. What was she even thinking? Sure, Mo could undoubtedly help her with her wardrobe – if she could think of a way to form the request. As good of friends as they were, _“I need an outfit that says thanks for the sex, I hope this doesn’t make things awkward, but also if you wanted to have some more sex, I’d be down with that”_ seemed presumptuous at the very least. There was also a fair chance it would make her friend concerned for her sanity. Not to mention her decision-making skills.

Okay, the latter was probably warranted. She didn’t regret what she and Max (mostly Max, if one wanted to be technical about it) had done the night before. But knowing what she was risking in doing it didn’t bode well for her decision-making abilities.

Her hand was still on the knob when there was a knock sounded from the other side of the door, and Zoey let out a soft shriek of alarm. He was here! _He was here_ , and she still had her toothbrush in her mouth and was dressed in the same outfit she’d worn to work. An outfit that didn’t send a strong message of any sort about the appreciation and desire for sex she either did or did not want to convey.

Well, it was too late to change clothes, but she certainly couldn’t open the door with a toothbrush in her mouth. “Just a minute!” she yelled, sending tiny droplets of toothpaste and spittle flying as she raced back to the bathroom to spit and rinse.

Tossing her hair back over her shoulder, she smoothed her clothing and tried to project an air of calm as she sped back toward the door. She was calm. She was calm. She didn’t want to climb Max like a tree. She was not a victim to her libido. She was calm.

 _She was not calm_ , she realized as she opened the door. Max wasn’t even doing anything particularly notable. He was just standing in the hall, dressed in a dark grey sweater and black jeans. But he had pushed up the sleeves of his sweater, and somehow the sight of that simple stretch of bare forearm sent her heart racing.

She didn’t know what was wrong with her. She used to be able to have conversations with Max without getting distracted with thoughts of straddling his lap and riding him until they were both too exhausted to move. She used to be able to think about him without her mouth going dry, without her body aching with need.

“You wanted to talk?” she asked, trying and failing to sound casual as the question came out in a sort of breathy murmur that – she suspected – all too clearly conveyed the direction of her thoughts.

“Yeah,” he said, stepping over the threshold into her apartment. Her door slammed behind him and then – and she really didn’t know how it happened, whether she made the first move or he did – and then, _and then_ …she was pressed against his body, and his hands were underneath her shirt, tracing the lacy line of her bra. _And then_ she was fumbling with the button of her pants, kicking them off as she dragged him toward her bedroom.

She reached for his shirt, wanting to see more of those forearms that were inexplicably making her think very dirty thoughts. Hell, wanting to see more of him in general, since she knew well what was hidden under that heavy weight of grey fabric. She wanted it under her hands and her lips and her tongue, and he wanted it _now_.

But, as he had the night before, Max seemed to have other ideas. He captured her hands in his, gently pulling his sweater out of her grasp. She was about to protest, but he lifted her into his arms and carried her through the doorway into her room, placing her gently upon the bed. She reached for him again but was distracted when he pulled her sweater over her head and tossed it aside, her bra following immediately thereafter. Then, straddling her knees, he hooked his fingers under the line of her pants and underwear and slid them slowly down her legs.

“Beautiful,” he breathed again as his gaze swept over her naked body.

“Max,” she moaned, his name an aching plea. “Please. I want you.” Even as she said the words, she launched herself into a sitting position, reaching for his shirt again. But he grabbed her hands and stilled them, just as he had before.

Trapping them against his chest, he said, his voice firm but not unkind. “No.” She began to protest, but he gave his head a slight shake. “This isn’t about me. This is about you.” Zoey said his name again in soft protest, and he lifted one of her hands to his mouth, pressing soft kisses against each fingertip.

“Listen, I don’t want to confuse things,” he murmured, his voice low and soothing, “You know how I feel about you. But I know you’re going through a lot right now. I don’t want to push you into anything; I don’t want you to feel like I’m pressuring you into a relationship before you’re ready. I’m happy to just be here for you, whatever you need. If right now that means helping you take your mind off things so you can sleep…that’s fine. You don’t need to worry about me.”

“Oh, I—” she began, touched by his thoughtfulness and care.

Desperate to be touched in a more physical way by him. Bending over her, he pressed a warm kiss against her lips. “Okay?”

She nodded, her eyes wide, and didn’t protest when he leaned forward, silently encouraging her to lay back. Then he bowed his head and brushed a series of soft kisses over her heart. “So tell me,” he began, speaking between kisses. “Did you manage to get some sleep last night?”

“Yes,” she breathed.

“I’m glad.” He moved lower, swirling his tongue in smooth whirls down her stomach. “I dreamed about you last night, you know.” She gasped, her hips jerking slightly at the mental image his words conveyed. It seemed to egg him on, as he looked up at her with a wicked smile as his hands roamed over her body. “The little sounds you make when you’re aroused. The feel of you moving beneath me. That little catch in your breath.”

Zoey’s breath hissed between her teeth, her hands fisting into the sheets on either side of her body. He was torturing her, but two could play at that game. Tilting her head down to meet his eyes, she attempted a teasing smile as she said, “I’ve dreamed about you before too.”

As dark as his eyes were, she swore she could still see his pupils dilate as her words sank in. His voice grew low and hoarse. “Tell me.”

“Do you want to know what I do when I wake up after I’ve had a dream about you?” she asked instead, not eager for the game to end.

Max made a soft sound in the back of his throat, like he was choking on air. Grabbing her hand in his, he moved it between her legs and growled, “Show me.”

It was almost too wicked, but she couldn’t resist temptation. Keeping her eyes locked on his, she let her thighs fall open, exposing herself to his gaze. With slow, measured strokes, she teased her outer folds, as turned on by the intensity of his gaze as she was by the movement of her hand.

Sweeping her other hand across her breasts, remembering the touch of his hand the night before, she confessed, “I imagine your hands on me.” Zoey slipped her fingers inside of her body, swirling her thumb around her clit until she was gasping for breath. “I want your mouth on me.” Sliding two fingers in and out of her, she whispered, “Do you like this, Max?” He reached for her, pulling back before he could make contact, but she could see how his hand trembled, and it made her feel powerful in the desire she knew he felt for her. “You didn’t answer,” she taunted him.

“Yes,” he managed, his voice hoarse.

Her thumb grazed her clit and she gasped, her head falling back, but she forced her gaze back to his. “I think about having you inside of me.”

He growled something, but she didn’t catch the word.

Her fingers were slick with moisture, and she moaned when she added a third to the two already inside of her. It was far from the first time that she’d ever pleasured herself, but there was something just so intensely erotic about doing it while he was watching. She wanted to bring herself to orgasm by thoughts of him while he watched.

“Max,” she moaned his name, watching as the sound of his name on her lips caused almost a full-body spasm. Bracing her heels against the bed, she felt her hips hitch toward her hand as she increased the rhythm of her fingers and thumb. Though she wanted to keep watching the expression in his eyes, the waves of pleasure were getting too intense.

His name escaping from his lips one more time, Zoey let her head fall back, her neck arching as she remembered the pleasure he’d brought her with his hands and lips the night before. “Please. Please,” she begged. “I need you.”

“Fuck. _Fuck_ ,” he breathed, and even the sound of his voice was enough to send a wave of pleasure through her body.

Snapping into a sitting position, she reached with her free hand and grabbed a fistful of his shirt, giving it a sharp tug. “Come here,” she demanded.

She didn’t have to ask twice. He scrambled next to her, pulling her into his lap so that she lay between his legs, her back pressed to his front. “God, you smell good,” she breathed, pulling her hand from between her legs to lead his there instead. “Touch me, Max. I want to feel you.”

She had to lean to the side so she could pull him in for a kiss, his tongue delving into her mouth as he mimicked the action with his fingers. He thrust three fingers in and out of her slick wetness while she brought her hand to his erection, stroking him through his pants.

Tearing her mouth away from his, she confessed, “I’ve imagined you touching you like this so many times. I’ve thought about what it would feel like to have you inside me.”

He muttered another curse in response, increasing the pace of his fingers. “Come for me,” he demanded. Her eyes closed involuntarily as a wave of pleasure built within her body, and he nuzzled her cheek with his own. “No, open your eyes. I want you to look at me when you come.”

Sucking in a ragged breath, she did as he ordered. The hand that had stroked his erection fell to his thigh as she thrust her hips against his hand, demanding more.

“That’s it, sweetheart. That’s it,” he whispered, his breath fanning her face. The pleasure was getting so intense, she felt her thighs start to tremble and tried to squeeze her legs shut, trapping his hand in place. But he hooked his leg over her thigh and gently spread her wide for him once more so he could continue to stroke her.

And with that, Zoey came undone, crying out his name as she dug her fingers into his thighs, her head falling back against the curve of his shoulder. But somehow, even as the waves of pleasure swept her away, she managed to keep her eyes locked on his.

His eyes were sharp, missing nothing as she came back to herself, slowly gathering her wits and regaining control of her breathing. With muscles that felt like they had turned to jelly, she lifted one arm to loop it behind his neck, drawing him in for a kiss. His lips captured hers, and she tasted his frustration and his desire, strong enough for her to marvel at his self-control when he pulled away.

Max lifted her easily and set her aside on the bed before rising to his feet. As he had the night before, he pressed a kiss against her forehead. “Pleasant dreams,” he whispered.

She had been unable to summon the energy to protest the night before, but she somehow managed it now. “You could stay,” she murmured, her voice thick with exhaustion.

Though his touch was gentle, his smile was tight as he argued, “If I stay, you won’t sleep. And right now, you need sleep more than you need me.” He brushed the back of three fingers against her cheek. “Night, Zoey.”

She would have replied, but she was asleep before the words had even left his mouth.


	3. Chapter 3

Zoey was _frustrated_. Even more so because, given the number of intense orgasms she’d had recently, _frustrated_ was the last thing she should be. But frustrated was exactly what she was, and it was all Max’s doing. (Technically, the intense orgasms were also his doing, but she wasn’t charitable enough of mind at present to extend him any leniency for that fact.)

It had been kind – and incredibly considerate – of him to focus more on what she needed than what he wanted. But all his dancing around the issue had done was to make her desire for him even more intense. Just the thought of him made her heart start to race; the sound of his voice sent her hormones into overdrive. If she didn’t get him inside her – and soon – she was pretty sure she was going to start gnawing on furniture.

And what was worse, she wasn’t sure how to tell him about the effect he had on her – or even if she should. When she’d tried to broach the issue, he’d easily turned the tables and driven all thought from her mind.

But she wanted him. She wasn’t sure how much longer she could wait. Which was why she was standing outside his apartment now, sucking in deep, calming breaths. What she was about to do was a bit of a risk, but it was worth it. If not for Max, than for the sake of her sanity. Because if this level of frustration continued, it was going to send her out of her mind.

Zoey closed her eyes, not even needing to try to bring to mind memories of his lips on hers and his hands on her bare skin. After blowing out a deep breath, she raised her hand and knocked on the door. She counted heartbeats until it opened and Max stood on the other side. His grin was wide, though it slipped ever so slightly into a puzzled expression when he saw her.

“Zoey?” he asked, his voice tinged with confusion. “I thought you were—”

She didn’t let him finish. Grabbing a hold of his shirt, she pulled him down for a kiss, the two of them stumbling over each other’s feet as he dragged her back into his apartment. She felt his hands delve beneath her shirt as he kicked the door shut behind him, but she wasn’t about to let him take the lead this time. Instead, she put her hand on his chest and gave it a hard shove, pushing him back against the door.

He reached for her again, but she grabbed his wrist, holding it still as she stole another kiss. “Not this time,” she grumbled against his lips. At his look of surprise, she lifted her eyebrows and said with a mischievous grin, “You said this was about me, right? This time, you do what _I_ want.”

She didn’t give him a chance to respond before she was kissing him again, her hands falling to his belt. “Wait. Before we continue, you should kno- _hooooly!_ ” Whatever he was about to say, it broke off when she unbuckled his belt and pulled it off with one hard yank, throwing it aside.

With their bodies pressed together, she rocked her hips against his as she asked teasingly, “You were saying?”

“I-I don’t remember. God, Zoey, you—”

“Shhh,” she cut him off, brushing a series of soft kisses against his lips once more. “Let me do this.” With one quick twist of her hand, she popped the button of his pants free. Then she slid the zipper open, allowing his pants to follow its downward trajectory to the floor.

“I – maybe we should—” he began, his voice thick with desire as Zoey dropped to her knees in front of him. He was already hard, his tip glistening with pre-cum, but she wasn’t quite ready to bring him to release. Instead, she thought about his torture from the night before, when he’d told her he’d dreamt about her and asked her to show him how she touched herself when she thought about him.

Wrapping her hand around his erection, she gave it one smooth stroke, relishing the way Max’s breath grew ragged in response. “These last two nights had to be torture for you. You got so hard when I was touching myself. Did you think I didn’t notice?”

“I – _fuck_ , Zoey – I—” he managed (barely), his head falling back against the door.

It occurred to Zoey that as much as she enjoyed her conversations with Max, she might like this better. Pushing him to the point where he was absolutely speechless and completely at her mercy. Letting her voice fall to a low (and, she hoped, seductive) murmur, she pulled her hand back as she asked, “Did you touch yourself when you got home?”

From her position on the floor, she saw the muscles in his jaw jump. He lifted his head off the door so he could look down at her, their eyes meeting as he answered, “Yes.”

She didn’t know if she’d ever heard anything more erotic than the need in his voice. “Did you think of me when you did?”

“You know I did.”

Wrapping her hand around him again, she dared him, “Show me.” He didn’t hesitate long. Placing his hand on top of hers, he started to stroke himself, moving her hand up and down his length – slowly at first, then with increasing speed. “Don’t look away,” she demanded, as he had seen in hers the night before.

After two nights of thwarted desire, she knew it wouldn’t take long for him to come. She stroked his length, listening to his breathing grow more and more strained as he grew closer to the edge. But before he could bring himself to climax, she put her free hand on his hip and cried, “Stop!”

Even as overcome as he nearly was with lust, he heard her cry and stopped immediately, as she knew he would. The muscles in his arms grew rigid, his fingers flexing atop hers, and then he yanked his hand away. Zoey could see he was about to apologize, thinking he had misunderstood, but she shook her head to reassure him it wasn’t necessary. She hadn’t released him, sliding her hand down his shaft so she could draw him toward her instead. “I want to taste you.”

He jumped when she leaned forward and swirled her tongue across the head of his penis, his elbow connecting with the door hard enough to create a loud bang. “ _Fuck! Zoey!”_ he yelped when she took him into her mouth, stroking his base with her hand. She couldn’t exactly smile, since her mouth was otherwise occupied, but she let out a soft hum of pleasure as she moved up and down his shaft, stroking him with her lips and tongue. When she withdrew completely to press her tongue against the thick vein on the underside of his erection, he let out a moan so low and guttural, it sounded like it had been torn from his chest.

She wrapped her lips around him once again, sucking lightly on the head before taking him further into her mouth. She had almost swallowed him completely when a loud knock on the front door caused them both to startle – a precarious proposition, given Zoey’s position. The sudden movement also caused Max’s elbow to connect with the door again, hard enough to rattle the pictures hanging on the connecting wall. So much for any thought they might pretend he wasn’t at home.

“Who is that?” she yelped, jerking away from his body.

Max’s face was flushed with surprise and frustrated desire. “Mo,” he explained in an urgent undertone, almost tripping in his haste to pull up his pants. “That’s what I was going to tell you earlier, before I – uh – got distracted. Mo and I had plans to hang out tonight.”

“Oh,” she squeaked, rubbing her hand across her mouth as though it bore physical evidence of her recent activity. “That’s nice.”

Meanwhile, Max was trying to button his pants with one hand while he groped around for his belt with the other. “Okay, listen,” he began desperately, pausing long enough to yell, “Just a minute!” when another knock came on the door.

“Tell you what. You answer the door, and I’ll—”

“I can’t answer the door—” he yelped, a little too loudly for her peace of mind, given the thinness of the doors in his apartment building. Apparently realizing the same thing, he lowered his voice as he finished in a softer – though no less desperate - hiss, “—like this!”

“Why not?” she demanded, her voice soft but at least an octave too high as she leaned over to brush off the knees of her pants.

She could swear his eyes practically bugged out of his head when he replied, “Because I don’t really want to be like, ‘Hey, Mo! Please say hello to my _raging erection!’_ ”

He was still aroused? He could retain his arousal through blind panic? “You’re still—” Saying the word seemed dangerous, so she waved her hand desperately in the general direction of his groin. “Um – you still want—”

“Yes,” he growled through gritted teeth, pulling her against him so she could feel the erection still tenting the front of his pants as it pressed against her hip. His kiss was hard and frustrated, and when he whispered in her ear, “I’m so hard for you, it’s all I can do not to fuck you against this door right now. I don’t care that Mo’s on the other side.”

“Oh,” she gasped, her knees going weak as she tried to remember exactly why that would be a bad idea. When Mo knocked for a third time, she gave her head a quick shake and tried to focus. “Okay, I’ll get the door. You go in the other room and… _take care_ of…things.” At his pointed stare, she sighed, throwing up her hands in defeat. “I don’t know! _Think cold thoughts_ or something!”

“Fine,” he grumbled, pressing one last, desperate kiss against his lips before running toward the bathroom. As soon as she heard the door click shut behind him, she ran her hands through her hair, plastered what she hoped was a welcoming – and _completely innocent_ – smile on her face, and pulled open the front door.

“Hey Moooo!” she said, dragging out her friend’s name when she realized he wasn’t alone. “And Simon! It’s so… _good_ to see you!” Her smile was so tight, she thought her face might crack, but she didn’t know how to process this turn of events. She was standing in front of the man she’d lusted after for months, and two minutes before, she’d been on her knees less than two feet away, with Max’s cock in her mouth.

Not that she had any regrets about what she’d been doing (other than the fact the two of them had been interrupted before she could finish), but to say the moment was awkward was an understatement.

Mo’s eyes were entirely too knowing, but she couldn’t read Simon’s thoughts as he threw her an easygoing smile. “Hey, Zoey! I didn’t know you coming over!”

“I’m not!” she blurted before realizing that was a completely ridiculous thing to say. She was standing in Max’s living room, after all. “I mean, I didn’t come here to hang out. I just dropped by to, uh, borrow a cup of sugar.”

Simon appeared to take this excuse at face value, but Mo’s look of pointed skepticism couldn’t have been more pronounced if she’d just announced the Earth was flat and she was secretly an alien from another planet. “You. Wanted sugar,” he repeated flatly. Simon probably didn’t realize how absurd her excuse was, but he’d never seen her attempt to cook something before. Mo had.

Zoey ignored this. “Anyway, I should probably go. Lots to do. Max is, ah—”

Mo threw her a sweet smile and asked with feigned innocence, “Without your sugar?”

“Ah…” she began.

“Yeah, you don’t want to forget your sugar,” Max volunteered from somewhere behind her. Zoey turned and found him standing behind the couch, the large piece of furniture blocking any view of his hips. “Let me go get that for you now.”

“Right!” she said agreed brightly, following behind him as he spun on his heel and stalked quickly toward the other room.

As Max’s visitors walked toward the living room, Mo called out, “You know, the next time you need sugar, my apartment’s a lot closer. Of course, so is the store…” He let his comment trail off suggestively, while Zoey fantasized about grabbing one of the pillows off the couch and lobbing it at his head. There was no question that Mo might not know _exactly_ what she’d been doing in Max’s apartment – or, rather, what the two had been doing together – but he at least had a fairly good idea.

She managed to restrain her more homicidal urges until she’d made it to the relative safety of his kitchen, where she ducked around the corner to hide from view. Max was pouring sugar into a small Ziploc bag, but he stopped when he caught sight of her. Tossing the baggie on the counter next to her, he braced his palms on either side of her hips and leaned in to kiss the side of her neck. “No offense to our friends, but I could really kill them about now.”

“Not if I kill them first,” she breathed, tilting her head to the side to allow him easier access.

“You’re killing _me_ , Zo,” he whispered, slipping one hand between her legs to stroke her through her pants. Zoey had to press her mouth into his shoulder to stifle her moan of pleasure. “Remind me why I can’t just kick them out? There’s nothing I want to do more than to lift you onto this counter and—”

“We’re supposed to be cooling off, remember?” she broke in, more out of obligation than because she could think of anything better than letting him do just that.

“Right,” he agreed reluctantly as he pulled his hand from between her legs. “The things you do to me…”

Zoey grabbed onto his shirt, holding him close when he would have pulled away. “Come over later? I’ll be waiting.” She pressed a kiss, hard and brief, against his lips and darted out the door. She was halfway home before she realized she’d left the baggie of sugar behind.


End file.
